PENTAIR plc — Director's Dealing 2004

Feb 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-02-23

Reporting Person: SCHROCK MICHAEL V (President, COO Enclosures)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-23	Common Stock	M	13500	$22.75	Acquired	64244.73	Direct
2004-02-23	Common Stock	F	7532	$52.53	Disposed	56712.73	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-23	Employee Stock Option (right to buy)	$22.75	M	13500	Disposed	2011-01-02	Common Stock (13500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - ESPP	1551.817	Direct
Common Stock - ESOP	385.7047	Indirect